Grupo Financiero Banorte, S. A. B. de C. V. CONTENTS

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1 Grupo Financiero Banorte, S. A. B. de C. V. CONTENTS GLOSSARY... 3 I. Background Information... 5 What does GFNORTE stand for?... 5 When was GFNORTE founded and how did it evolve into its current structure?... 5 What is the corporate structure of GFNORTE? (As of September 30 th, 2011)... 7 Who is the Chairman of the Board of GFNORTE?... 8 How many Board Members does GFNORTE have and how many are independent?... 8 Who is the CEO of GFNorte?... 9 What are GFNorte s main business units and staff? Who are the contact persons at Investor Relations? What were the recent developments? II. Stock Information In which market is your stock listed? What is the ticker symbol for your shares in the Mexican Stock Exchange? How many shares outstanding does GFNORTE have? Do you have and ADR program listed? Is GFNORTE listed in any other major exchange? How do you fund your capital requirements? What is our dividend policy? In which securities can foreigners invest in the banking system and are there any restrictions to their ownership of financial institutions? Are there any filing requirements for the ownership of GFNorte s shares? Who is the contact person at the Ministry of Finance (SHCP) in order to carry out the required notifications to the authorities? Has the company had certificate changes? III. Financial legislation and accounting standards Regulation Accounting Changes and Regulations Other relevant Accounting Changes before the year IV. Products and Services What are Banorte and Ixe s main deposit and lending products offered to its clientele? V. Infrastructure VI. Banorte USA Inter National Bank Uniteller Motran VII. Recovery Bank What is Solida?

2 How does the asset recovery unit work? VIII. Other Business Units a) Other Finance Companies b) Broker Dealer and Mutual Funds c) Long Term Savings IX. IXE Ixe Banco Ixe Casa de Bolsa Fincasa Hipotecaria Ixe Automotriz Ixe Fondos Ixe Soluciones e Ixe Servicios X. Alliances and Strategic Initiatives Banorte Generali Telecomm Telegrafos Banco Do Brasil China Development Bank Correspondent Banking Cardtronics X. Reserve Requirements Why did Banorte s Coverage Ratio decline in the period ? How are the quarterly provision charges being determined under the new criteria? What are the new reserve requirements for the credit card loans that the authorities put in place in ?.. 45 What are the main changes to the rating methodology for the loan portfolio of States and their Municipalities? XI. Capitalization What is the minimum required level of Capitalization and which level is acceptable for Banorte? What is the main source of Capital Consumption? What is your strategy to increase the bank s capitalization? XII. Risk Management i) Credit Risk ii) General rules for risk diversification in asset and liability operations applicable to loan institutions iii) Market Risk iv) Ixe s Market Risk v) Liquidity Risk and Balance vi) Ixe Liquidity Risk vii) Operational Risk viii) Technology risk ix) Legal risk x) Ixe Operational Risk

3 GLOSSARY ABM Afore XXI ADR s Afore Banorte Almacenadora Banorte Arrendadora y Factor Banorte Bancen Bancrecer Banorte Banpaís Banxico BMV Casa de Bolsa Banorte CNBV CNSF CONSAR DOF Asociación de Bancos de México, A.C. (Mexican Bankers Association) Afore XXI, S.A. de C.V., (Mexican Social Security Institute s pension fund manager) American Depositary Receipts Banorte Generali, S.A. de C.V. AFORE (Pension Funds) Almacenadora Banorte, S.A. de C.V. Organización Auxiliar de Crédito, Grupo Financiero Banorte (Warehouse) Arrendadora y Factor Banorte, S.A. de C.V., SOFOM E.R., Grupo Financiero Banorte (Leasing and Factoring) Banco del Centro, S.A. Institución de Banca Múltiple Bancrecer, S.A., Institución de Banca Múltiple Banco Mercantil del Norte, S.A., Institución de Banca Múltiple, Grupo Financiero Banorte Banpaís, S.A., Institución de Banca Múltiple Banco de México (Central Bank) Bolsa Mexicana de Valores, S.A.B. de C.V. (Mexican Stock Exchange) Casa de Bolsa Banorte, S.A. de C.V., Grupo Financiero Banorte (Broker Dealer) Comisión Nacional Bancaria y de Valores. (National Banking & Securities Commission) Comisión Nacional de Seguros y Fianzas (National Insurance and Bonding Commission) Comisión Nacional del Sistema de Ahorro para el Retiro (Mexican National Commission for the Retirement Savings System) Diario Oficial de la Federación (Mexican Official Gazette of the Federation) 3

4 Fincasa GFNorte INB IMSS IPAB Indeval Fincasa Hipotecaria, S. A. de C.V. SOFOM E.R., Grupo Financiero Banorte Grupo Financiero Banorte, S.A.B. de C.V. Inter National Bank Instituto Mexicano del Servicio Social (Mexican Social Security Institute) Instituto para la Proteccion de Ahorro Bancario (Institute for the Protection of Banking Savings) S.D. Indeval, Institución para el Depósito de Valores, S.A. de C.V. (Securities Depository) Ixe Ixe Grupo Financiero, S.A.B. de C.V. Ixe Automotriz Ixe Automotriz, S. A. de C.V. SOFOM, E.R., Grupo Financiero Banorte Ixe Banco Ixe Banco, S.A. Institución de Banca Múltiple, Grupo Financiero Banorte Ixe Casa de Bolsa Ixe Fondos Ixe Servicios Ixe Soluciones Ixe Casa de Bolsa, S.A. de C.V., Grupo Financiero Banorte Ixe Fondos, S.A. de C.V., Sociedad Operadora de Sociedades de Inversión, Grupo Financiero Banorte Ixe Servicios, S.A. de C.V., Grupo Financiero Banorte Ixe Soluciones, SOFOM E.R. Grupo Financiero Banorte Law to Regulate Financial Groups Pensiones Banorte Seguros Banorte SHCP the Law to regulate financial groups. Ley de Agrupaciones Financieras. Pensiones Banorte Generali, S.A. de C.V., Grupo Financiero Banorte (Annuities) Seguros Banorte Generali, S.A. de C.V., Grupo Financiero Banorte (Insurance) Secretaría de Hacienda y Crédito Público. (Ministry of Finance & Public Credit) 4

5 Information as of September 30 th, 2011 I. Background Information What does GFNORTE stand for? Grupo Financiero Banorte is one of the leading financial institutions in Mexico. After the merger with Ixe, it has a network of 1,277 branches, 6,176 ATMs and more than 85,000 POS terminals. GFNorte offers banking services, premium banking, Wholesale banking, and through its correspondent agreements with Telecomm-Telegraph and 7-Eleven Mexico, serves more than 9.7 million customers, while 8 million additional customers are served by the Group s pension fund manager (AFORE) and Insurance companies. GFNorte also offers the following products and services: Brokerage House, private banking, mutual funds, leasing and factoring, warehousing, insurance, pensions and retirement savings. Banorte also has presence in Southern Texas, through Inter National Bank as well as in New Jersey and California, through the remittance companies of Uniteller and Motran; and in New York through Banorte Securities International. Banorte s strategic partners are the International Financial Corporation (IFC) subsidiary stakeholder in the subsidiary Banco Mercantil del Norte, and leading Italian insurance company in its insurance and long-term savings operations. Banorte has some of the best loan quality indicators in Mexico s financial system and presents high capitalization and liquidity levels. For further information about the company is available on the website: When was GFNORTE founded and how did it evolve into its current structure? Banorte was founded in 1899 as Banco Mercantil de Monterrey. In 1986, four years after the bank s nationalization by the Mexican Government, Banco Mercantil de Monterrey merged with Banco Regional del Norte, creating Banco Mercantil del Norte. Six years later, in 1992, during the banking system s re-privatization process, Banorte was acquired by a group of shareholders led by Roberto Gonzalez Barrera. One year later, with the integration of the broker dealer and other finance companies (factoring, warehousing, leasing and bonding), Grupo Financiero was incorporated as it is known today. After being privatized, Banorte was mainly a regional bank with presence only in the northern area of the country. After the 1996 financial crisis, it began a rapid expansion with the acquisition of Bancentro, a bank based in central Mexico, and Banpaís in 1997 which was located mainly on the southern part of the country, it became a national bank with presence throughout the country. On that same year, the Long Term Savings Sector was created, through the alliance with Assicurazioni Generali S.p.A. that provides Annuities, Retirement Savings Funds and Insurance. Generali became a strategic partner since the creation of this company, with a 49% stake in the business. In 2002, Banorte continued its expansion through the merger with Bancrecer. 5

6 In 2006, Banorte expanded its operations into the United States, formalizing the acquisition of Inter National Bank, based in Texas and Uniteller, a remittance company based in New Jersey. In 2007, Banorte acquired Motran Services, a remittance company based in California. In 2009, Banorte consolidated its presence in the AFORES market through the acquisition of Afore IXE, Afore Ahorra Ahora y Afore Argos assets. On November 17th, 2010 GFNORTE and IXE Grupo Financiero announced that they had reached a binding agreement to pursue an integration mechanism. They also informed that after having carried out the corresponding audits, both institutions had reached a binding merger agreement, this agreement was approved by the Ministry of Finance and Public Credit (SHCP) through the communiqué UBVA / 012 / 2011 on March 8, 2011 and by the Ixe and GFNorte s Shareholders Assemblies on March 30, On April 15th, 2011 the merger became effective when the authorization and the merger agreements with Ixe were registered in the Public Registry of Commerce in Monterrey, Nuevo León. In order to carry out the capital stock increase and share exchange, that same day GFNORTE: Increased the variable portion of its capital stock by Ps 1,078,035, (one billion seventy-eight million thirty-five thousand eight hundred nineteen 00/100 Mexican Pesos), by issuing 308,010,234 (three hundred eight million ten thousand two hundred thirty-four) Series O common shares with a nominal value of Ps 3.50 (three Pesos 50/100 Mexican Pesos) each, considering an exchange ratio of GFNorte shares per Ixe share; Replaced all of its outstanding shares in circulation with new securities representing the total shares issued by GFNorte, including those issued as a result of the capital stock increase resulting from the merger, through S.D. Indeval, Institución para el Depósito de Valores S.A. de C.V.; and Carried out the exchange of Ixe s shares for GFNorte s shares, according to the conditions approved by the Shareholders Assemblies, which established that once the merger came into effect, Ixe shareholders would receive through S.D. Indeval, Institución para el Depósito de Valores, S.A. de C.V., 300,420,101 (three hundred million four hundred twenty thousand one hundred one) shares to be distributed in proportion to shareholdings of each Ixe shareholder, and GFNorte would deliver the remaining 7,590,133 (seven million five hundred ninety thousand one hundred thirty-three) shares to an irrevocable Trust to be held between GFNorte, acting as Trustor and as Primary Trustee and The Bank of New York Mellon,S.A. Institución de Banca Múltiple, as Fiduciary; and all of IXE s shareholders would be appointed as Secondary Trustees, as established in the Trust. The shares will be deposited in the Trust for a period of 12 months as of April 15th, 2011, and could be used to cover certain contingencies that could arise during the merger process. At the end of this term, the shares held in trust will be delivered to each Ixe shareholder proportionally to their shareholdings in Ixe Grupo Financiero at the time of the share exchange. Requested the cancellation of securities issued by Ixe, as a result of the merger. 6

7 GFNORTE s capital stock, as of that date, is composed as follows: No. of previous shares No. of shares issued No. of actual shares Fixed 252,157, ,157,233 Variable 1,766,190, ,010,234 2,074,200,549 Total Capital Stock 2,018,347,548 2,326,357,782 What is the corporate structure of GFNORTE? (As of September 30 th, 2011) GFNORTE s main subsidiaries are: GFNorte Ow nership of Subsidiaries 3Q11 Banco Mercantil Del Norte, S.A. (1) 92.72% Banorte USA (2) % Retirement Funds Afore (2) 51.00% Brokerage House-Banorte % Leasing and Factoring % Warehouse % Annuities 51.00% Insurance 51.00% Ixe Banco, S.A % Brokerage House- Ixe % Ixe Fondos % Ixe Servicios % Ixe Automotriz % Ixe Soluciones % Fincasa Hipotacaria % 1) As a result of merging Pronegocio on August 31,2009. Reflects the IFC s investment in Banco Mercantil del Norte because the operation was concluded on 4Q09. 2) Subsidiary of Banco Mercantil del Norte. Banorte USA owns 100% of Uniteller and 100% of INB. 7

8 Grupo Financiero Banorte Banking Sector Long Term Savings Other Finance Companies Brokerage Banco Mercantil del Norte 1 Ixe Banco 3 Seguros Banorte Generali 5 Arrendadora y Factor Banorte 3 Ixe Fondos 3 Banorte Casa de Bolsa 3 Ixe Casa de Bolsa 3 Banorte USA 2 Ixe Tarjetas 4 Pensiones Banorte Generali 5 Almacenadora Banorte 3 Ixe Servicios3 Afin Int. Holding 9 Ixe Holding 11 1) 92.72% GFNorte. 2) 100% Banco Mercantil del Norte. 3) 99.99% GFNorte. Afore Banorte Generali 6 IxeSoluciones 3 Banorte Securities 10 Ixe Securities 12 4) 50% Ixe Banco, 50% CMC Holding Delaware Inc. (subsidiaria de JPMorgan Chase). Ixe Automotriz 3 5) 51% GFNorte, 49% Generali. 6) 51% Banco Mercantil del Norte, 49% Generali. 7) 100% Ixe Automotriz. 8) 99.99% Fincasa Hipotecaria. 9) 100% Casa de Bolsa Banorte. 10) 100% Afin International Holding. 11) 100% Ixe Casa de Bolsa. 12) 100% Ixe Holding. Ixe Fleet 7 Casa Servicios Administrativos 8 Fincasa Hipotecaria 3 Who is the Chairman of the Board of GFNORTE? During the General Shareholders Meeting held on February 18, 2011, Guillermo Ortiz Martínez was appointed as Chairman and Related Proprietary Member of the Board of Directors. Also, Roberto Gonzalez Barrera, a renowned Mexican businessman, the controlling shareholder of GFNORTE, and one of the original shareholders that purchased the bank when it was privatized in 1992, who is also Chairman of the Board of Grupo Maseca was appointed as Chairman Emeritus. How many Board Members does GFNORTE have and how many are independent? On July 21 st, the Shareholders Assembly formalized changes to the Board of Directors, designating 5 new Board Members, including highly recognized personalities in the business and financial sectors, as well as some of Ixe Grupo Financiero s former Board members. Therefore, the board has 15 members, of which 53% are independent. The Stock Market Law which is effective since 2005 requires that at least 25% of the board members be independent. Article 24.- The Board of Directors of Public Listed Companies will be conformed of a maximum of twenty one members, out of which, at least twenty five percent must be independent. Each patrimonial member may have a substitute, in the agreement that these members substitutes must have the same characteristics. 8

9 The Board of Directors is comprised of the following members: PROPRIETARY MEMBERS Name Position Status 1. Roberto Gonzalez Barrera Chairman Emeritus Patrimonial 2. Guillermo Ortiz Martinez Chairman Related 3. Bertha Gonzalez Moreno Patrimonial 4. David Villarreal Montemayor Patrimonial 5. Manuel Saba Ades Patrimonial 6. Francisco Alcala de Leon Independent 7. Herminio Blanco Mendoza Independent 8. Everardo Elizondo Almaguer Independent 9. Patricia Armendariz Guerra Independent 10. Armando Garza Sada Independent 11. Hector Reyes Retana Independent 12. Juan Carlos Braniff Hierro Independent 13. Eduardo Livas Cantu Independent 14. Enrique Castillo Sanchez Related 15. Alejandro Valenzuela del Rio Related ALTERNATE MEMBERS Name Status 1. * 2. Roberto Gonzalez Moreno Patrimonial 3. Juan Antonio Gonzalez Moreno Patrimonial 4. José G. Garza Montemayor Patrimonial 5. Alberto Saba Ades Patrimonial 6. Manuel Aznar Nicolin Independent 7. Javier Martinez Abrego Independent 8. Carlos Chavarria Garza Independent 9. Isaac Becker Kabacnik Independent 10. Ramón A. Leal Chapa Independent 11. Julio César Mendez Rubio Independent 12. Guillermo Mascareñas Milmo Independent 13. Alfredo Livas Cantu Independent 14. Javier Molinar Horcasitas Related 15. José Marcos Ramirez Miguel Related *The Chairman Emeritus has no Alternate Who is the CEO of GFNorte? Alejandro Valenzuela was appointed as Acting CEO of GFNorte on April 2008, and ratified by the board as CEO on July of the same year. He has a professional experience of over 20 years in the public and private financial sector, having held the positions of Director of International and External Relations of Banxico; Economic Spokesman for the Federal Government and the Ministry of Finance; Director of International Treasury Affairs; Director of Public Debt and Director of Foreign Credit, Investment and Trade in the Treasury Department [SHCP], among others. Over the last 5 years, Mr. Valenzuela was the Senior Managing Director of Treasury Operations and Head of Investor Relations at Grupo Financiero 9

10 Banorte, as well as CEO of the Broker Dealer. Previously, he was Managing Director of Investor and Institutional Relations. Before joining GFNorte, he was Country Head in Mexico for EADS, Airbus holding company. Mr. Valenzuela holds a postgraduate degree from the ENA in Paris, a PhD in Economics from the University of Paris Dauphine and M.A. and B.A degrees in Economics from the University of California in Los Angeles (UCLA). What are GFNorte s main business units and staff? NAME Alejandro Valenzuela del Río BUSINESS UNITS Enrique Castillo Sánchez Mejorada Marcos Ramírez Miguel Patricio Rafael Rodríguez Chapa Luis Ernesto Pietrini Sheridan Víctor Antonio Roldán Ferrer José Armando Rodal Espinosa Carlos Eduardo Martínez González Alejandro Eric Faesi Puente Carlos Alberto Arciniega Navarro René Gerardo Pimentel Ibarrola Javier Molinar Horcasitas Jesús Garza Martínez Manuel Romo Villafuerte Fernando Solís Soberón To be designated Luis Fernando Orozco STAFF Alejandro Garay Espinosa Benjamín Vidargas Rojas Carla Juan Chelala Héctor Martín Ávila Flores Armando Rivero Laing Javier Márquez Diez-Canedo Guillermo Güemez Sarre Sergio García Robles Gil Group Officers 3Q11 CURRENT POSITION Chief Executive Officer, Grupo Financiero Banorte Co- Managing Director Wholesale Banking Co- Managing Director Wholesale Banking Managing Director Wealth and Asset Management Managing Director Private Banking Managing Director Transactional Corporate Banking Managing Director Business & Corporate Banking Managing Director Government Banking Managing Director Markets & Institutional Sales Managing Director Treasury Managing Director Business Development & Research Managing Director Banorte-Ixe s Integration Managing Director Retail and Commercial Banking Managing Director Ixe Bank Managing Director Long Term Savings Managing Director Banorte USA Managing Director Asset Recovery Managing Director Corporate Services Managing Director - Audit Managing Director - Marketing Co- Managing Director - Legal Co- Managing Director - Legal Managing Director - Risk Managing Director Technology Chief Financial Officer 10

11 Who are the contact persons at Investor Relations? David Ricardo Suárez Deputy Managing Director of Investor Relations Av. Prolongación Reforma No. 1230, 4 th Floor Santa Fe, México D.F Tel: +52 (55) Mariana Amador Investor Relations Deputy Director Av. Prolongación Reforma No. 1230, 4 th Floor Santa Fe, México D.F Tel: +52 (55) x Ana Lydia Cespedes Investor Relations Manager Av. Prolongación Reforma No. 1230, 4 th Floor Santa Fe, México D.F Tel: +52 (55) x Anabel Torres Resendiz Investor Relations Analyst Av. Prolongación Reforma No. 1230, 4 th Floor Santa Fe, México D.F Tel: +52 (55) x Mayra Mota Najera Investor Relations Analyst Av. Prolongación Reforma No. 1230, 4 th Floor Santa Fe, México D.F Tel: +52 (55) What were the recent developments? For the past nine months, Banorte continued its efforts to strengthen its fundamentals and emerge a more solid institution that will take advantage of growth opportunities under a more favorable economic environment despite growing competition. These efforts are reflected in the following events: Reclassification of Grupo Financiero Banorte and Banco Mercantil del Norte s Financial Information as of September On November 22nd, 2011 GFNORTE informed that as a result of the changes in the general dispositions applicable to Credit Institutions (Accounting Criteria B-6 "Loan Portfolio"), published on October 5th, 2011 in the Diario Oficial de la Federación (Mexican Official Federal Gazette), Banco Mercantil del Norte, S.A., Institución de Banca Múltiple has decided to adhere to such dispositions until they become effective in early As a result of the above, the Financial Statements reported last October 27, 2011 by GFNORTE and Banco Mercantil del Norte, have been modified. There were no material changes on such Financial Statements. The financial ratios that were modified as a consequence of these re-classifications are: Past Due Loan Ratio: 2.4% from a previous level of 2.2% Coverage Ratio: 132.6% from a previous level of 135.8% 11

12 It is important to emphasize that GFNORTE's quarterly Net Income, as well as the expected results for 2011, remain unchanged as a result of this accounting reclassification. Regulatory Capitalization Ratio remains at 15.6%. Merger of Mutual Funds through the purchase of Banorte s Series A Shares by Ixe Fondos. On November 4th, GFNORTE reported that as a result of the merger between GFNORTE and IXE Grupo Financiero, and as part of the integration process and the expected synergies, GFNORTE consolidated the mutual funds managed by Ixe Fondos, S.A. de C.V., Sociedad Operadora de Sociedades de Inversión, Grupo Financiero Banorte (Ixe Fondos) and Operadora de Fondos Banorte, S.A. de C.V., Sociedad Operadora de Sociedades de Inversión (Operadora Banorte). This consolidation took place last November 1st, 2011, with the authorization of the CNBV, through the purchase of the series "A" shares by Ixe Fondos, of the 19 mutual funds that were managed by Operadora Banorte. As a result, IXE Fondos currently manages 43 funds with assets of approximately $83 billion pesos. We are convinced that the unification of the administration and operation of our mutual funds under the same structure, will offer better value for the benefit of GFNorte's mutual fund customers. The IMSS, Grupo Financiero Banorte and Generali sign the purchase agreements to formalize the Imss Participation in the Merged Afore. On October 20th, 2011 GFNORTE informed that the necessary agreements have been signed in order for the IMSS to acquire Generali s 49% ownership in Afore Banorte Generali and an additional 1% of the shares owned by Banorte, translating into a 50% ownership by the IMSS in the Afore resulting from the merger. This transaction represents a further step for the IMSS and Banorte to proceed with the definitive merger of their respective Afores, which is still subject to customary regulatory approvals. Strategic merger with Afore XXI. After the announcement on August 16th that GFNorte and the IMSS (Mexican Social Security Institute) had signed an agreement to pursue the merger of their respective retirement savings funds companies (Afores), on October 20th, GFNorte informed that Banco Mercantil del Norte, S.A., Institución de Banca Múltiple, Grupo Financiero Banorte, signed a purchase agreement to acquire Prudential s shareholdings in Afore XXI. This purchase agreement is still subject to meeting certain conditions and the customary regulatory approvals. The amount paid by Banorte for Prudential s shares amounts to approximately US$ 200 million. Banorte and Banjército join forces. On September 20th, the Banco Nacional del Ejército Fuerza Aérea y Armada, S.N.C. and Banco Mercantil del Norte, S.A. (Banorte), signed a Collaboration Agreement that will provide access to personnel of Mexico s armed forces to Banorte s wide nationwide infrastructure, as well as other benefits, such as access to the acquisition of Banorte s foreclosed properties with important discounts, and also assistance in Banjército s treasury operations. Refinancing of some of GFNORTE s Subnational government exposures and results of applying the new methodology to reserve loans in this sector according to expected losses. On October 19th, 2011 GFNORTE informed that following the material event published on September 30th announcing its participation in the debt refinancing of the State of Coahuila, Banorte had also recently participated in the debt refinancing of the States of Aguascalientes and Sonora. The total amount of the refinanced debt with these three States amounts to Ps. $13.21 billion pesos, which represents 4% 12

13 of GFNORTE s total Loan Portfolio at closing of September The main goal to refinance these liabilities was to provide the States with better terms and financial conditions, which will provide them with flexibility in the management of their fiscal resources. The maturities of the new loans range from 20 to 27 years 4 months, they have adequate coverage and in all cases the Federal Transfers (Participaciones Federales) are the main repayment source. It is also worth noting that no charge-offs or discounts were offered as part of these refinancings. On the other hand, after applying the new methodology for the creation of Loan Loss Reserves for States and Municipalities according to expected losses, the impact on Banorte was a decrease in reserves. This was a result of the following strengths in Banorte s Loan Portfolio: 87% of the loans are secured by a Trust Guarantee and have Federal Transfers or other local source of income as a payment source. 79% have interest rate hedging during the term of the loan. 92% of the total portfolio are long-term loans and only 8% of the loans are unsecured short term loans. All loans have high coverage ratios of at least 2 to 1 times the debt service. The long-term loans are registered in the Public Debt Registry of the Ministry of Finance and Public Credit (SHCP). GFNORTE also reported that it will continue to participate in future debt refinancing of other States and Municipalities as part of its strategy to provide comprehensive solutions to its customers and maintain the leadership that has characterized Banorte in financing to this sector. Changes to the rating methodology for the loan portfolio of States and their Municipalities. On October 5th, 2011, the CNBV published a resolution modifying the general applicable dispositions to Credit Institutions, changing the rating methodology for the loan portfolio granted to States and their Municipalities. This resolution modifies the current model for reserves based on public ratings, in order to establish a methodology which rates and reserves the portfolio according to expected losses for the following 12 months taking into consideration the probability of non-fulfillment, severity of the loss and exposure to each client's nonfulfillment, included in Annex 18 of the mentioned Resolution. The resolution went into effect on October 6th, 2011 and is applicable optionally either during the third or fourth quarter of GFNorte opted to apply this methodology with figures for Banorte s loan portfolio to September 30th, As a result, GFNorte released Ps 87 million pre-tax in excess reserves which were calculated under the previous methodology. This cancellation of excess reserves was reflected in the fiscal year s results in accordance with such methodology. The amount of preventive reserves for credit risks in Banorte s loan portfolio calculated using the methodology referred in Annex 18 of the Resolution was Ps 961 million, and the amount of reserves required under the previous methodology was Ps 1,048 million, both using figures to September 30th, GFNorte s Ordinary and Extraordinary Shareholders Meetings. On October 17th, the Extraordinary and Ordinary Shareholders Meetings were held in order to approve the creation of the Designations Committee, changes to the Dividend Policy, payment of dividends and an increase in the amount for the Shares Repurchase Fund. The most relevant resolutions approved were: 1. Creation of a Designations Committee. In the Extraordinary General Shareholders Meeting, the creation of a Designations Committee was approved with the following functions: propose the candidates that will integrate the Board of Directors to the Shareholders Assembly; issue an opinion about the candidates proposed for the CEO position; propose remunerations for members of the Board of Directors and Committees; as well as propose the removal of members of the Board of Directors, among others. The Committee will be comprised of 3 13

14 Board of Directors members with 1 year terms, having the possibility of re-election. The Designations Committee will hold sessions at least once a year or whenever convened by the President. 2. Change in the Dividend Policy. The Ordinary General Shareholders Meeting approved to modify the Dividend Policy in order to align dividend payments to the Financial Groups business performance. As of this year, dividend payments will be as follows: i. 16% of recurring net income in the event that profit growth is between 0% and 10% during the year. ii. 18% of recurring net income in the event that profit growth is between 11% and 20% during the year. iii. 20% of recurring net income in the event that profit growth is greater than 21%. 3. Cash Dividend Payments. During the same Shareholders Meeting, a cash dividend payment was decreed for the amount of Ps 0.17 per share, payable as of October 24th from the Retained Earnings account. The decreed dividend corresponds to the first of three payments that will cover the amount of Ps 0.52 per share, the amount approved by the Board of Directors in its session held on July 25th.The Board of Directors will propose in subsequent Shareholders Assemblies to decree additional dividends for a total amount of Ps. $0.35 per share, to be covered in two installments of Ps. $0.17 and Ps. $0.18 in February and May of 2012, respectively. 4. Increase in the amount of the Share Repurchase Fund. In order to have a share repurchase fund that represents a greater percentage of the Group s market capitalization, an increase is proposed to the maximum amount of financial resources that may be applied for share repurchases during The proposal is to allocate the amount of Ps billion, charged against equity, in accordance with the Treasury s Policy for Stock Acquisitions and Sales. Banco Mercantil del Norte s Extraordinary Shareholders Meeting. The Shareholders Meeting was held on October 3rd, to obtain authorization for the issuance of nonconvertible preferred subordinated Obligations up to an amount equivalent to $600 million US dollars, to be issued and placed in international markets according to Rule 144-A and Regulation S of the Securities Act of 1933 of the United States of America, and according to applicable legislation in the different jurisdictions in which the Subordinated Obligations are placed. Banco Mercantil del Norte exercised the prepayment option of the Nonconvertible Subordinated Obligations expiring in In October, Banorte exercised the call option on the Non Convertible Subordinated Notes issued in 2006 and maturing in 2016 for an amount of $400 million US dollars, registered in the Luxemburg Stock Exchange. The payment of these Subordinated Obligations was carried out on October 13th. This prepayment demonstrates Banorte s financial strength in spite of the weak conditions of other financial systems and the volatility in international financial markets. Changes in Organizational Structure. During the month of October, Sergio Garcia Robles Gil, who has 17 years of service in this Institution, was designated as Managing Director of Corporate Affairs in charge of GFNorte s Regional Boards. Rafael Arana was named Chief Financial Officer in substitution of Mr. Garcia Robles Gil. Mr. Arana has a successful professional trajectory of more than 16 years in the financial sector, during the last five years 14

15 as Deputy Chief Executive Officer of HSBC s Retail Banking Division for Latin America. He also served as Deputy Managing Director and Director of HSBC Mexico. On September 23rd, changes were also announced in the organizational structure of Wholesale Banking. Alejandro Faesi, was designated as Managing Director of Markets and Institutional Sales; Carlos Arciniega Navarro as Managing Director of Treasury and René Pimentel as Managing Director of Business Development and Fundamental Analysis. Investment Banking and Structured Financing was assigned to Arturo Monroy, and Capital Markets Investment Banking to Gerardo Tietzsch, both of whom will report directly to Marcos Ramírez and Enrique Castillo, Co-Managing Directors of Wholesale Banking. Changes in Corporate Governance The Ordinary and Extraordinary Shareholders Meetings held on July 21st formalized changes to the Board of Directors and proposals to adopt the best international practices in Corporate Governance. The most relevant resolutions passed by the Assembly were: 1. Changes to the Board of Directors It was approved that the Board of Directors will be integrated by a maximum of 15 members, with at least 50% of the Board being Independent members in accordance to international best practices. Board members may be appointed for terms of up to 3 years, with the possibility of being re-elected, seeking to establish a generational balance. As part of these changes, it was proposed to designate 5 new Board Members, seeking also to include some of Ixe Grupo Financiero s former Board members. As a result, Grupo Financiero Banorte s new Board of Directors is comprised of the following members: PROPRIETARY MEMBERS Name Position Status 1. Roberto Gonzalez Barrera Chairman Emeritus Patrimonial 2. Guillermo Ortiz Martinez Chairman Related 3. Bertha Gonzalez Moreno Patrimonial 4. David Villarreal Montemayor Patrimonial 5. Manuel Saba Ades Patrimonial 6. Francisco Alcala de Leon Independent 7. Herminio Blanco Mendoza Independent 8. Everardo Elizondo Almaguer Independent 9. Patricia Armendariz Guerra Independent 10. Armando Garza Sada Independent 11. Hector Reyes Retana Independent 12. Juan Carlos Braniff Hierro Independent 13. Eduardo Livas Cantu Independent 14. Enrique Castillo Sanchez Related 15. Alejandro Valenzuela del Rio Related ALTERNATE MEMBERS Name Status 1. * 2. Roberto Gonzalez Moreno Patrimonial 3. Juan Antonio Gonzalez Moreno Patrimonial 4. José G. Garza Montemayor Patrimonial 5. Alberto Saba Ades Patrimonial 6. Manuel Aznar Nicolin Independent 15

16 ALTERNATE MEMBERS 7. Javier Martinez Abrego Independent 8. Carlos Chavarria Garza Independent 9. Isaac Becker Kabacnik Independent 10. Ramón A. Leal Chapa Independent 11. Julio César Mendez Rubio Independent 12. Guillermo Mascareñas Milmo Independent 13. Alfredo Livas Cantu Independent 14. Javier Molinar Horcasitas Related 15. José Marcos Ramirez Miguel Related *The Chairman Emeritus has no Alternate 2. Advisory Board and Regional Boards In the same Shareholders Meeting, the creation of these bodies was authorized and their respective operating rules were established. The Advisory Board will serve as a consultation and advisory body to the Chairman of the Board, on topics related to the bank s development, new business opportunities or those issues that the Chairman of the Board submits to its consideration. It will have 10 members who will be elected by the Shareholders Assembly or by the Board of Directors, as proposed by the Chairman or the Chairman Emeritus, and their term will last for 3 years with the possibility of re-election. Their remuneration will be established by the Shareholders Assembly or the Board of Directors. The Advisory Board will meet when convened by its Chairman. The members approved by the Board of Directors to be part of this Advisory Board are: Name Position 1. Guillermo Ortiz Martinez Chairman 2. Francisco Alcala de Leon 3. Enrique Castillo Sanchez Mejorada 4. Javier Molinar Horcasitas 5. Rodolfo F. Barrera Villareal 6. Manuel Aznar Nicolin 7. Jose G. Garza Montemayor 8. Eugenio Clariond Reyes-Retana 9. Jacobo Zaidenweber Cvilich 10. Isaac Hamui Mussali Five Regional Boards were also established: Northwest, Monterrey, Jalisco, Mexico City Metropolitan area and Merida. These Boards will provide opinions and advisory to the Board of Directors on the trends and opportunities of the region, and will function as links within the region s business community. Each Regional Board will have up to 20 members with activities in the respective regions and who are not members of the Board of Directors. Members will be elected by the Chairman of the Board of Directors for terms of 1 year with the possibility of being re-elected any number of times, and their remuneration will be determined by the Shareholders Assembly or the Board of Directors. Sessions will be held twice a year or when convened by the Chairman of the Board of Directors. New Mortgage Offering. During July, Banorte launched its new mortgage offering with the objective of being positioned as a specialized mortgage bank that offers various home acquisition options with excellent payment conditions, differentiated product offering and accessible interest rates for all needs. Through this concept, the market needs will be met appropriately through a competitive offering, defining differentiated products for each type of client: 16

17 HIPOTECA ELITE BANORTE High income clients with low risk. HIPOTECA FIJA BANORTE Clients requiring Fixed Rates and fixed payments. HIPOTECA FLEXIBLE BANORTE Clients seeking Flexibility when payments are timely. HIPOTECA ACCESIBLE BANORTE Clients requiring Accessible monthly installments. Insurance Sales through Ixe s network. Since July, Seguros Banorte-Generali began offering its products through Ixe s branch network. Products were designed to meet the specific needs of Ixe s clients under the best service guarantee. Among those being offered are: Ixe Car insurance Ixe Life insurance Ixe Home insurance Ixe Integral Protection Insurance Ixe Insurance in the United States Ixe SME car insurance Ixe SME damage insurance At a later stage, educational and savings insurance will be offered. Euromoney and World Finance Recognitions. Banorte - IXE was recognized in July by EuroMoney magazine s 20 th edition of its "Awards for Excellence" as the Best Bank in Mexico 2011" and last May by World Finance magazine as the Best Commercial Bank in Mexico 2011." These recognitions were given for the high level of service, innovation and specialization in attention to clients, as well as for the quality of our products and services, among other attributes. Organizational Designations. In May, Hector Avila Flores and Armando Rivero Laing were appointed as Co- Managing Directors of the Legal Department of Grupo Financiero Banorte. Merger between Grupo Financiero Banorte and Ixe Grupo Financiero (Ixe). During the quarter, a series of material events happened related to the merger process between GFNorte and Ixe. On April 15 th, 2011 the merger became effective when the authorization and the merger agreements with Ixe were registered in the Public Registry of Commerce in Monterrey, Nuevo León. In order to carry out the capital stock increase and share exchange, that same day GFNORTE: i. Increased the variable portion of its capital stock by Ps 1,078,035, (one billion seventyeight million thirty-five thousand eight hundred nineteen 00/100 Mexican Pesos), by issuing 308,010,234 (three hundred eight million ten thousand two hundred thirty-four) Series O common shares with a nominal value of Ps 3.50 (three Pesos 50/100 Mexican Pesos) each, considering an exchange ratio of GFNorte shares per Ixe share; 17

18 ii. iii. iv. Replaced all of its outstanding shares in circulation with new securities representing the total shares issued by GFNorte, including those issued as a result of the capital stock increase resulting from the merger, through S.D. Indeval, Institución para el Depósito de Valores S.A. de C.V.; and Carried out the exchange of Ixe s shares for GFNorte s shares, according to the conditions approved by the Shareholders Assemblies, which established that once the merger came into effect, Ixe shareholders would receive through S.D. Indeval, Institución para el Depósito de Valores, S.A. de C.V., 300,420,101 (three hundred million four hundred twenty thousand one hundred one) shares to be distributed in proportion to shareholdings of each Ixe shareholder, and GFNorte would deliver the remaining 7,590,133 (seven million five hundred ninety thousand one hundred thirty-three) shares to an irrevocable Trust to be held between GFNorte, acting as Trustor and as Primary Trustee and The Bank of New York Mellon,S.A. Institución de Banca Múltiple, as Fiduciary; and all of IXE s shareholders would be appointed as Secondary Trustees, as established in the Trust. The shares will be deposited in the Trust for a period of 12 months as of April 15 th, 2011, and could be used to cover certain contingencies that could arise during the merger process. At the end of this term, the shares held in trust will be delivered to each Ixe shareholder proportionally to their shareholdings in Ixe Grupo Financiero at the time of the share exchange. Requested the cancellation of securities issued by Ixe, as a result of the merger. GFNORTE s capital stock, as of that date, is composed as follows: No. of previous shares No. of shares issued No. of actual shares Fixed 252,157, ,157,233 Variable 1,766,190, ,010,234 2,074,200,549 Total Capital Stock 2,018,347,548 2,326,357,782 During the quarter, the following authorizations were obtained to carry out the merger: National Banking and Securities Commission (CNBV) - On April 15 th, the CNBV authorized to update the registration of shares issued by GFNORTE as a consequence of the capital increase resulting from the merger. Shareholders Assemblies On March 30 th, 2011, GFNorte s Shareholders Assembly voted by a majority in favor to merge with Ixe Grupo Financiero, thereby receiving the authorization by this corporate body. Since the Shareholders Meeting of Ixe Grupo Financiero also approved the merger on that date, both institutions join as a single group on that date under the name of "Grupo Financiero Banorte, S. A. B. de C. V.". Ministry of Finance and Public Credit (SHCP) - On March 8 th, 2011, according to Article 10 of the Law to Regulate Financial Groups and with the prior positive opinion from the National Banking and Securities Commission (CNBV) and the Bank of Mexico (Banxico), SHCP authorized, through the communiqué UBVA / 012 / 2011, the merger of Grupo Financiero Banorte as the merging 18

19 entity and Ixe as the merged entity, in accordance to the terms and conditions of the proposals presented to SHCP regarding the Shareholders Assemblies and the merger agreement. Antitrust Commission (COFECO) - On February 3 rd, 2011 COFECO authorized the concentration, through a merger of the twofinancial Groups, since the concentration ratios resulting from the transaction between GFNORTE and Ixe in the markets where they have joint operations (banking and credit services, brokerage, investment and leasing companies) are within the thresholds established by the COFECO to be considered with low risks of antitrust practices and, therefore, it is not anticipated that the transaction may have adverse effects on competitors and on free competition. The rating agency Standard & Poor's ratified Banorte s rating. On March 22 nd, 2011 the rating agency Standard and Poor's ("S&P") affirmed its rating for Banco Mercantil del Norte S.A with a "Stable" outlook, and affirmed the BBB- / A-3 global scale counterparty credit and certificate of deposit ratings. It also affirmed the BBB rating of Banorte s Senior Unsecured Debt. This report was the result of an analysis made by the rating agency on the current performance of the Bank and its business perspectives after the merger of Grupo Financiero Banorte with Ixe Grupo Financiero. In relation to the merger with Ixe, S&P estimates that Banorte s above-average business profile and its increasing market position with a penetration strategy, will provide the merged bank with more geographical and customer diversification. In 2011, Banorte will continue its moderate and cautious growth strategy to adequately adapt to the merger and to maintain its asset quality, continuing Banorte's conservative underwriting practices and a favorable macroeconomic outlook for Mexico in The rating agency Fitch confirmed its rating for GFNorte and upgrades ratings of Ixe Grupo Financiero and its subsidiaries. In April, the rating agency Fitch confirmed Grupo Financiero Banorte s with a "Stable" outlook ratifying the rating of BBB. This confirmation reflects Fitch s opinion that there will be a moderate effect on GFNorte s financial profile, since the merger with Ixe Grupo Financiero (Ixe GF) was completed under a shares exchange mechanism, and because it did not involve any cash disbursement, there will be no negative impact to GFNorte s liquidity and capitalization profiles. Fitch also upgraded Ixe GF s national scale rating from A-(mex) to AA+ and those of its subsidiaries to align them with the GFNorte s ratings. Fitch withdrew Ixe GF s ratings since the merger became effective on April 15 th. Banorte formalizes strategic alliance with Cardtronics to add 2,000 ATMs its existing network. On March 30 th, Banorte and Cardtronics reached an agreement in order to integrate 2,000 ATMs into GFNorte s existing network. With this strategic alliance, and the merger of Ixe in GFNorte, it will have one of the largest ATM networks in Mexico, offering clients from Banorte and Ixe access to more than 7,000 ATMs free of service fees, by yearend. The implementation will be carried out in two phases: first, 1,000 ATMs will be installed between April and May 2011, and the remaining 1,000 ATMs will be enabled during the second half of this year. Therefore, this Alliance with Cardtronics will allow Banorte to continue its ongoing technological expansion. The alliance with Cardtronics will start operations once the National Banking and Securities Commission (CNBV) authorizes the agreement. 19

20 Roberto Gonzalez Barrera was appointed as Chairman Emeritus of Grupo Financiero Banorte s Board of Directors and Guillermo Ortiz Martinez as Chairman of the Board of Directors. On February 18 th the Shareholders Assembly approved by a majority of 86% to appoint Roberto Gonzalez Barrera as Chairman Emeritus of the Group and Guillermo Ortiz Martinez as Chairman and Related Proprietary Member of the Board of Directors. These changes are part of the institutionalization of the Group and its corporate organs. Roberto Gonzalez Barrera, as well as being a majority shareholder of the Financial Group and main contributor during its most important era of development, also has a wide experience in the Mexican business sector, being the majority shareholder and Chairman of the Board of Directors of Grupo Maseca. Guillermo Ortiz Martinez has an extensive professional trajectory in the Mexican and international financial and banking system, having served as Governor of the Bank of Mexico, Minister of Mexico s Finance and Public Credit, Minister of Communications and Transportation, Undersecretary of Finance and Credit Public and Director at the International Monetary Fund (IMF). Appointment in the New Business Development Unit. On 15th March, Jorge Alejandro Chavez Presa joined GFNorte as Deputy Managing Director for New Business Development. He holds a degree in Economics from the Instituto Tecnologico Autonomo de Mexico and has a Master in Arts and Ph. D. in Economics from The Ohio State University. In his career, he has held several positions in the Public Sector, as: i) Member of the Governing Board of the Instituto para la Protección al Ahorro Bancario (IPAB) ( ) ii) Representative in Congress ( ), where he chaired the Finance and Budget Committee, iii) Undersecretary for Energy Policy in the Ministry of Energy ( ), iv) in the Ministry of Finance held various position, as the Head of the Budgetary Policy and Control Unit ( ), General Director for Budget ( ), Director of Public Debt ( ) and Director of Financial Planning ( ). Payment of a cash dividend corresponding to the 2009 fiscal year. The Ordinary General Shareholders Meeting held on February 18 th, 2011, approved to distribute a cash dividend of Ps $ 0.17 pesos per share paid on February 28 th In the Annual General Shareholders Meeting to be held on April 29 th, a proposal will be presented to distribute a cash dividend of Ps $ 0.18 pesos per share to be paid in May These two payments correspond to the second and third payments in order to cover the total of Ps $ 0.52 per share, which was the total amount of the dividend corresponding to profits for 2009 decreed by the Shareholders Assembly in October Sale of Gruma's Stock in GFNorte. On February 14 th, 2011, GFNorte announced the sale of 161,405,905 (one hundred sixty-one million four hundred five thousand nine hundred five) shares, excluding the over-allotment option, at a price of Ps $ (fifty-two 00/100 Mexican Pesos) per common share through an international offering and a public offering in Mexico by the selling shareholder Gruma, S. A. B. de C. V. (GRUMA). GFNORTE also informed that the Mexican and International underwriters decided to exercise the over-allotment option fully on February 11 th, 2011, as a result of this, all of the shares included in the Global Offering were settled on February 15 th, Consequently, the total proceeds from the Offering of 177,546,496 (one hundred seventy-seven million five hundred forty-six thousand four hundred ninety-six) shares were delivered to the selling shareholder GRUMA. Following the offering and the exercise of the over-allotment option by the initial purchasers and the Mexican underwriters, GRUMA no longer owns any of GFNorte s share capital. The offering in Mexico was carried out through the Mexican Stock Exchange (BMV), while the international offering was carried out in the United States under Rule 144A of the U.S. Securities Act of 1933 and outside the United States under Regulation S of the same Securities Act and in accordance to applicable legislation in jurisdictions where the international offering was carried out. The common 20

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